Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 2, 2021 (May 27, 2021)

FLOWERS FOODS, INC.

(Exact name of registrant as specified in its charter)


Georgia	1-16247	58-2582379
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


1919 Flowers Circle, Thomasville, GA		31757
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (229) 226-9110

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	FLO	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On May 27, 2021, Flowers Foods, Inc. (the “Company”) held its Annual Meeting of Shareholders in Thomasville, Georgia for the following purposes and with the following voting results:

(1)

To elect twelve nominees as directors of the Company, each to serve for a term of one year until the Company’s 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”):


Directors:	For		Against		Abstain		Broker Non-Votes
George E. Deese		174,467,811		2,110,160		144,578		19,644,484
Edward J. Casey, Jr.		173,860,565		443,341		2,418,643		19,644,484
Thomas C. Chubb, III		173,857,486		1,202,635		1,662,428		19,644,484
Rhonda Gass		175,138,749		605,198		978,602		19,644,484
Benjamin H. Griswold, IV		168,144,265		8,040,058		538,226		19,644,484
Margaret G. Lewis		171,411,704		3,109,944		2,200,901		19,644,484
W. Jameson McFadden		174,118,651		960,917		1,642,981		19,644,484
A. Ryals McMullian		175,570,725		937,478		214,346		19,644,484
James T. Spear		175,851,468		435,547		435,534		19,644,484
Melvin T. Stith, Ph.D.		172,742,323		3,763,071		217,155		19,644,484
Terry S. Thomas		173,666,904		692,171		2,363,474		19,644,484
C. Martin Wood III		173,795,116		2,745,983		181,450		19,644,484

(2)

To hold an advisory vote on the compensation of the Company’s named executive officers:


For			173,411,671
Against			2,300,701
Abstain			1,010,177
Broker Non-Votes			19,644,484

(3)

To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 1, 2022:


For			192,311,597
Against			3,882,081
Abstain			173,355
Broker Non-Votes			0

(4)

To hold a vote on a shareholder proposal regarding political contribution disclosure:


For			64,842,505
Against			105,479,648
Abstain			6,400,396
Broker Non-Votes			19,644,484

With respect to Proposal 1, each of the nominees for director received a majority of votes cast in the election of directors, and each was elected to serve for a term of one year until the 2022 Annual Meeting.

With respect to Proposals 2 and 3, the votes cast within the voting group favoring each proposal exceeded the votes cast opposing each proposal and therefore passed. The votes cast within the voting group favoring Proposal 4 did not exceed the votes cast opposing Proposal 4 and therefore Proposal 4 was not approved.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.